FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended May 31, 1995 Commission File Number 2-85538 CCA INDUSTRIES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 04-2795439 (State or other jurisdiction of (I.R.S. Employer Incorporation or organization) Identification Number) 200 Murray Hill Parkway East Rutherford, NJ 07073 (Address of principal executive offices) (Zip Code) (201) 330-1400 Registrant's telephone number, including area code Not applicable Former name, former address and former fiscal year, if changed since last report. Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No APPLICABLE ONLY TO CORPORATE ISSUERS Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date. Common Stock, $.01 Par Value - 5,570,221 shares as of May 31, 1995 Class A Common Stock, $.01 Par Value - 1,224,230 shares as of May 31, 1995 CCA INDUSTRIES, INC. AND SUBSIDIARIES INDEX Page Number PART I FINANCIAL INFORMATION: Consolidated Balance Sheets as of May 31, 1995 and November 30, 1994 . . . . . . . . .1-2 Consolidated Statements of Operations for the three months ended May 31, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . .3 Consolidated Statements of Cash Flows for the three months ended May 31, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . .4 Notes to Consolidated Financial Statements . . . . . 5-12 Management Discussion and Analysis of Results of Operations and Financial Condition. . . . . . . . . . . . . . . . . . . . .13-14 PART II OTHER INFORMATION. . . . . . . . . . . . . . .15-16 SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . 17 CCA INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS A S S E T S
May 31, 1995 November 30, (Unaudited) 1994 Current Assets Cash and cash equivalents $ 365,607 $ 100,705 Short-term investments and marketable securities (Note 6) 1,590,093 1,612,819 Accounts receivable, net of allowances of $969,825 and $979,796, respectively 4,815,940 5,339,028 Inventories 6,797,221 7,518,526 Prepaid expenses and sundry receivables 530,654 285,367 Deferred advertising costs (Note 2) 535,228 - Due from officers - Current 7,133 21,231 Prepaid income taxes 79,407 88,279 Deferred income taxes 519,100 529,336 Total Current Assets 15,240,383 15,495,291 Property and Equipment, net of accumulated depreciation and amortization 685,827 683,015 Intangible Assets, net of accumulated amortization of $21,953 at May 31, 1995 and $18,753 at November 30, 1994 105,552 85,967 Other Assets Marketable securities 3,492,629 3,615,161 Treasury bonds 84,168 81,108 Due from officers - Non-current 25,250 25,250 Deferred income taxes 27,184 17,531 Other 50,575 50,570 Total Other Assets 3,679,806 3,789,620 Total Assets $19,711,568 $20,053,893 See Notes to Consolidated Financial Statements. -1- CCA INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS LIABILITIES AND SHAREHOLDERS' EQUITY May 31, 1995 November 30, (Unaudited) 1994 Current Liabilities Notes payable - Current portion $ 288,000 288,000 Accounts payable and accrued liabilities 7,104,017 7,600,113 Income taxes payable 20,930 6,354 Total Current Liabilities 7,412,947 7,894,467 Long-Term Debt (net of current portion) 255,067 399,067 Shareholders' Equity Common stock, $.01 par; authorized 15,000,000 shares; issued and outstanding 5,570,221 and 5,496,421 shares, respectively 55,702 54,964 Class A common stock, $.01 par; authorized 5,000,000 shares; issued and outstanding 1,224,230 and 1,293,030 shares, respectively 12,242 12,930 Additional paid-in capital 4,281,735 4,275,535 Retained earnings 7,745,794 7,667,797 Unrealized gains (losses) on marketable securities ( 51,919) ( 250,867) Total Shareholders' Equity 12,043,554 11,760,359 Total Liabilities and Shareholders' Equity $ 19,711,568 $20,053,893 See Notes to Consolidated Financial Statements. -2- CCA INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended Six Months Ended May 31, May 31, 1995 1994 1995 1994 Revenues Sales of health and beauty products $12,094,621 $14,181,473 $22,066,727 $26,733,195 Less: Returns ( 898,059) ( 618,797) ( 1,077,091) ( 847,155) Discounts and allowances ( 260,349) ( 392,042) ( 611,229) ( 680,603) Sales of Health and Beauty Products - Net 10,936,213 13,170,634 20,378,407 25,205,437 Other income 69,266 81,700 161,307 157,496 11,005,479 13,252,334 20,539,714 25,362,933 Costs and Expenses Costs of sales 3,962,589 4,615,274 7,675,907 8,972,325 Selling, general and administrative expenses 2,923,942 3,530,209 5,951,584 6,393,277 Advertising, cooperative and promotions 3,424,439 3,516,803 6,307,302 6,900,609 Research and development 141,426 75,692 296,370 221,547 Provision for doubtful accounts 103,765 2,001 108,274 50,839 Interest expense 24,624 16,351 42,544 32,752 10,580,785 11,756,330 20,381,981 22,571,349 Income before Income Taxes 424,694 1,496,004 157,733 2,791,584 Provision for Income Taxes 164,115 602,326 79,736 1,123,746 Net Income $ 260,579 $ 893,678 $ 77,997 $ 1,667,838 Net Income per Common Share (Note 2) $.03 $.11 $.01 $.21 See Notes to Consolidated Financial Statements. -3- CCA INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Six Months Six Months Ended Ended May 31, May 31, 1995 1994 Cash Flows from Operating Activities: Net income $ 77,997 $1,667,838 Adjustments to reconcile net income to net cash provided by (used in) operating activities Depreciation and amortization 151,699 111,784 Amortization of bond premium 3,884 - Decrease (increase) in deferred income taxes 583 ( 131,429) Decrease in advanced royalties - 70,002 Decrease (increase) in accounts receivable 523,088 (2,039,429) Decrease in inventory 721,305 1,034,524 (Increase) in deferred expenses and miscellaneous receivables ( 771,643) ( 47,828) (Decrease) in accounts payable ( 496,096) (1,324,552) Increase (decrease) in taxes payable 14,576 ( 45,330) (Increase) decrease in security deposits ( 5) 375 Net Cash Provided by (Used in) Operating Activities 225,388 ( 704,045) Cash Flows from Investing Activities: Acquisition of property, plant and equipment ( 174,096) ( 246,482) Proceeds of money due from officers 14,098 11,800 Purchase of short-term investments ( 76,983) ( 888,851) Proceeds from sale of investments 414,245 - Net Cash Provided by (Used in) Investing Activities 177,264 (1,123,533) Cash Flows from Financing Activities: Proceeds from borrowings - 600,000 Payment on debt ( 144,000) ( 350,715) Proceeds from stock option exercises 6,250 101,475 Net Cash (Used in) Provided by Financing Activities ( 137,750) 350,760 Net Increase (Decrease) in Cash 264,902 (1,476,818) Cash at Beginning of Period 100,705 1,798,815 Cash at End of Period $365,607 $ 321,997 Supplemental Disclosures of Cash Flow Information: Cash paid during the period for: Interest $ 43,103 $ 32,732 Income taxes 55,709 1,037,647 See Notes to Consolidated Financial Statements. -4-
CCA INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1: BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six month period ended May 31, 1995 are not necessarily indicative of the results that may be expected for the year ended November 30, 1995. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended November 30, 1994. NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation: The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant inter-company accounts and transactions have been eliminated. Advertising and Related Costs: In accordance with APB 28 Interim Financial Reporting the Company expenses its advertising and related costs proportionately over the interim periods based on its total expected costs per its various advertising programs. Any necessary accrual or deferral is accordingly reflected in the balance sheet for the interim period. However, for annual reporting purposes, no advertising or related costs are capitalized and all are expensed in the fiscal year in which they are incurred. Cash Equivalents: For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of less than three months to be cash equivalents. Inventories: Inventories are stated at the lower of cost (first-in, first-out) or market. Product returns are recorded in inventory when they are received at the lower of their original cost or market, as appropriate. Obsolete inventory is written off and its value is removed from inventory at the time its obsolescence is determined. -5- CCA INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Property and Equipment and Depreciation and Amortization: Property and equipment are stated at cost. The Company charges to expense repairs and maintenance items, while major improvements and betterments are capitalized. When the Company sells or otherwise disposes of property and equipment items, the cost and related accumulated depreciation are removed from the respective accounts and any gain or loss is included in earnings. Depreciation and amortization are provided on the straight-line method over the following estimated useful lives or lease terms of the assets: Machinery and equipment 7-10 years Furniture and fixtures 5-7 years Tools, dies and masters 2-7 years Transportation equipment 7 years Leasehold improvements 7-10 years or life of lease whichever is shorter Intangible Assets: Intangible assets are stated at cost. Patents and trademarks are amortized on the straight-line method over a period of 17 years; organization expenses are amortized on the straight-line method over five (5) years. Tax Credits: Tax credits, when present, are accounted for using the flow-through method as a reduction of income taxes in the years utilized. Earnings Per Share: Earnings per share have been computed based on the weighted average of outstanding common shares and common stock equivalents during the periods, based on the treasury stock method using average market price. Fully diluted earnings per share are not presented because they result in dilution of less than 3%. -6- CCA INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 3: INVENTORIES The components of inventory consist of the following: May 31, November 30, 1995 1994 Raw materials $3,683,299 $3,903,028 Finished goods 3,113,922 3,615,498 $6,797,221 $7,518,526 NOTE 4: ACCOUNTS PAYABLE AND ACCRUED LIABILITIES The following items which exceeded 5% of total current liabilities are included in accounts payable and accrued liabilities as of: May 31, November 30, 1995 1994 a) Media advertising $1,015,000 $1,460,000 b) Coop advertising 540,000 547,000 c) Accrued returns 371,000 443,000 d) Payroll and bonuses * 145,000 547,000 $2,071,000 $2,997,000 All other liabilities were for trade payables or individually did not exceed 5% of total current liabilities. * Under 5%. NOTE 5: OTHER INCOME Other income consists of the following for the six month periods ended May 31, 1995 and 1994: 1995 1994 Interest income $144,588 $148,546 Royalty income 8,349 - Dividend income 8,053 8,172 Miscellaneous 317 778 $161,307 $157,496 -7- CCA INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 6: SHORT-TERM INVESTMENTS AND MARKETABLE SECURITIES Short-term investments and marketable securities consist of corporate and government bonds and equity securities. In 1994 the Company adoptedthe accounting principles promulgated by SFAS No. 115 Accounting for Certain Investments in Debt and Equity Securities. The Company has classified its investments as Available-for-Sale securities. Accordingly, such investments are reported at fair market value, with the resultant unrealized gains and losses reported as a separate component of shareholders' equity. Prior to 1994, the Company reported marketable securities at the lower of cost or market value; unrealized losses were charged to earnings. The market value at May 31, 1995 was $5,166,890 as compared to $5,309,088 at November 30, 1994. The cost and market values of the investments at May 31, 1995 were as follows: -8- CCA INDUSTRIES, INC. AND SUBSIDIARIES MARKETABLE SECURITIES - OTHER INVESTMENTS (UNAUDITED) NOTE 6: SHORT-TERM INVESTMENTS AND MARKETABLE SECURITIES (CONTINUED)
COL. A COL. B COL. C COL.D COL.E Amount at Whic Each Portfol Number of Market Of Equity Sec Units-Principal Value of Issues and Amount of Each Issue Other Sec Name of Issuer and Maturity Interest Bonds and Cost of at Balance Issue Carri Title of Each Issue Date Rate Notes Each Issue Sheet Date Balance S CORPORATE OBLIGATIONS: AT&T 6/01/98 4.750% $100,000 $ 99,006 $ 95,500 $ 95,50 AT&T 2/15/96 4.500 100,000 100,328 98,875 98,87 AT&T 2/15/96 4.500 300,000 300,356 296,625 296,62 Bank America 7/15/97 6.000 200,000 200,000 198,900 198,90 Bankers Trust 7/01/96 4.700 100,000 100,271 98,253 98,25 Baxter International 10/01/95 5.000 100,000 100,111 99,633 99,63 Baxter International 10/01/95 5.000 100,000 100,185 99,633 99,63 Con Edison 12/15/96 5.900 100,000 99,875 99,190 99,19 Dayton P & L 5/01/97 5.625 100,000 98,265 98,873 98,87 General Motors Acceptance Corp. 10/01/96 8.000 200,000 200,800 204,034 204,03 GMAC 8/01/95 5.375 100,000 100,053 99,846 99,84 GMAC 10/02/95 5.250 100,000 100,107 99,650 99,65 ITT Financial Corp. 8/15/95 5.000 100,000 100,125 99,724 99,72 ITT Financial Corp. 10/15/95 7.375 200,000 200,191 200,620 200,62 ITT Financial Corp. 8/15/95 5.000 100,000 100,165 99,724 99,72 -9- CCA INDUSTRIES, INC. AND SUBSIDIARIES MARKETABLE SECURITIES - OTHER INVESTMENTS (UNAUDITED) NOTE 6: SHORT-TERM INVESTMENTS AND MARKETABLE SECURITIES (CONTINUED) COL. A COL. B COL. C COL.D COL.E Amount at Whic Each Portfol Number of Market Of Equity Sec Units-Principal Value of Issues and Amount of Each Issue Other Sec Name of Issuer and Maturity Interest Bonds and Cost of at Balance Issue Carri Title of Each Issue Date Rate Notes Each Issue Sheet Date Balance S CORPORATE OBLIGATIONS: (Continued) Merrill Lynch 6/24/96 4.750% $100,000 $ 100,186 $ 98,176 $ 98,17 Merrill Lynch 6/24/96 4.750 100,000 100,186 98,176 98,17 Shell Oil Corp. 9/15/95 7.000 100,000 100,073 100,263 100,26 Tennessee Valley 3/04/98 5.125 100,000 100,000 97,000 97,00 Union Electric 3/01/97 5.500 50,000 49,245 49,467 49,46 $2,449,528 $2,432,162 $2,432,16 -10- CCA INDUSTRIES, INC. AND SUBSIDIARIES MARKETABLE SECURITIES - OTHER INVESTMENTS (UNAUDITED) NOTE 6: SHORT-TERM INVESTMENTS AND MARKETABLE SECURITIES (CONTINUED) COL. A COL. B COL. C COL.D COL.E Amount at Whic Each Portfol Number of Market Of Equity Sec Units-Principal Value of Issues and Amount of Each Issue Other Sec Name of Issuer and Maturity Interest Bonds and Cost of at Balance Issue Carri Title of Each Issue Date Rate Notes Each Issue Sheet Date Balance S GOVERNMENT OBLIGATIONS: US Treasury Note 10/31/98 4.750% $100,000 $ 99,684 $ 96,156 $ 96,15 US Treasury Note 10/31/98 4.750 200,000 199,992 192,312 192,31 US Treasury Note 5/15/96 4.250 100,000 99,939 98,500 98,50 US Treasury Note 5/15/96 4.250 100,000 100,002 98,500 98,50 US Treasury Note 11/15/96 4.375 100,000 99,969 97,938 97,93 US Treasury Note 10/15/98 7.125 250,000 253,589 258,908 258,90 US Treasury Note 5/15/96 4.250 100,000 99,909 98,500 98,50 US Treasury Note 1/31/97 6.250 100,000 99,500 100,594 100,59 US Treasury Note 12/31/96 6.125 200,000 197,423 200,876 200,87 US Treasury Note 11/15/96 4.375 200,000 197,852 195,876 195,87 US Treasury Note 11/15/96 4.375 200,000 196,133 195,876 195,87 US Treasury Note 11/15/96 4.375 100,000 98,003 97,938 97,93 US Treasury Note 11/15/96 4.375 100,000 97,855 97,938 97,93 -11- CCA INDUSTRIES, INC. AND SUBSIDIARIES MARKETABLE SECURITIES - OTHER INVESTMENTS (UNAUDITED) NOTE 6: SHORT-TERM INVESTMENTS AND MARKETABLE SECURITIES (CONTINUED) COL. A COL. B COL. C COL.D COL.E Amount at Whic Each Portfol Number of Market Of Equity Sec Units-Principal Value of Issues and Amount of Each Issue Other Sec Name of Issuer and Maturity Interest Bonds and Cost of at Balance Issue Carri Title of Each Issue Date Rate Notes Each Issue Sheet Date Balance S GOVERNMENT OBLIGATIONS: (Continued) US Treasury Note 8/15/96 4.375% $200,000 $ 195,936 $ 196,562 $ 196,56 FHLMC 1628-N 12/25/2013 6.500 50,000 48,024 44,818 44,81 EE Bonds - 7.050 90,000 84,168 84,168 84,16 FNMA 93-6-26-B 8/25/2023 7.000 10,000 8,897 8,489 8,48 FNMA 93-224-D 11/25/2023 6.500 104,000 101,873 91,106 91,10 FNMA 92-2-N 1/28/2024 6.500 52,000 47,424 43,925 43,92 FHJMC 1702-U 3/15/2024 7.00 4,000 3,739 3,660 3,66 US Treasury Bill 7/06/1995 5.5 40,000 39,420 39,778 39,77 FNMA 11/10/98 5.050 200,000 199,950 192,310 192,31 2,569,281 2,534,728 2,534,72 EQUITY SECURITIES: Number of Shares Preferred Stock: Bank America Corp. 8,000 200,000 200,000 200,00 $5,218,809 $5,166,890 $5,166,89
-12- CCA INDUSTRIES, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION (UNAUDITED) For the six month period ended May 31, 1995, the Company had net sales of $20,378,407 and net income of $77,997 after a provision for income taxes of $79,736, as compared to net sales of $25,205,437 and net income of $1,667,838 after a provision for income taxes of $1,123,746 for the six month period ended May 31, 1994. Gross margins of 63% for the six months were slightly lower than the 64% margin of the prior year. This was due primarily to product mix and the percentage of fixed costs to the lower sales volume. Advertising, cooperative and promotional allowance expenditures decreased during the six month period from $6,900,609 to $6,307,302. Advertising expenditures were 31% of sales for the six months ended May 31, 1995 as compared with 27% for the period ended May 31, 1994. As part of the registrant's business it is necessary to enter into co-operative advertising agreements and other promotional activities with its accounts, especially upon the introduction of a new product. Both co-op advertising and promotions have a material effect on the Company's operations. If the advertising and promotions are successful, revenues will be increased accordingly. Should the co-op and promotions not be successful, it will have a negative impact on the Company's promotional cost per sale, and have a negative effect on income. The Company attempts to anticipate its advertising and promotional commitments as a percent of gross sales in order to attempt to control its effect on its net income. However, sales for the period were lower then expected and, therefore, the expense as a percentage of sales was higher. In accordance with APB 28 Interim Financial Reporting the Company expenses its advertising and related costs proportionately over the interim periods based on its total expected costs per its various advertising programs. Consequently a deferral is accordingly reflected in the balance sheet for the interim period. Although selling, general and administrative expenses ("SG&A") decreased due to expenses related to the larger sales volume in the prior year, SG&A as a percentage of sales increased to 29% from 25% due to the lower volume. For the three month period ended May 31, 1995, net sales were $10,936,213 as compared to $13,170,634 for May 31, 1994. Income for the quarter before taxes decreased to $424,694 from $1,496,004. Gross margins of 64% for the three months ended May 31, 1995 were down from 65% in 1994. Advertising, cooperative and promotional allowance expenditures during the quarter decreased to $3,424,439 from $3,516,803. Advertising expenditures were 31% of sales for the quarter in 1995 as compared to 27% in 1994. Selling, general and administrative expenses were approximately 27% in the current quarter as well as in 1994. All of the Company's sales were primarily to drugstore chains, food chains and mass merchandisers throughout the United States. -13- CCA INDUSTRIES, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION (UNAUDITED) The Company's financial position as at May 31, 1995 consists of current assets of $15,240,383 and current liabilities of $7,412,947. During the six month period ended May 31, 1995, shareholders' equity increased from $11,760,359 at November 30, 1994 to $12,043,554 at May 31, 1995. This was due primarily to an unrealized gain in certain securities in the Company's investment portfolio of $198,948 in addition to the exercise of stock options and the net income for the period. During the six months, the Company generated $225,388 from operations and $428,343 from the sale and liquidation of loans and investments but used $251,079 to purchase additional property and equipment and marketable securities. The Company also used $144,000 to reduce borrowings and generated $6,250 from stock option exercises. This resulted in an increase in the Company's cash of $264,902. The Company believes that its current financial condition is sufficient to support its proposed operations for the near future. -14- CCA INDUSTRIES, INC. PART II OTHER INFORMATION All information pertaining to Part II is omitted pursuant to the instructions pertaining to that part. The Company did not file any reports on Form 8-K during the three months ended May 31, 1995. -15- PART II, ITEM 6. (Continued) EXHIBIT 11 CCA INDUSTRIES, INC. AND SUBSIDIARIES COMPUTATION OF EARNINGS PER SHARE (UNAUDITED)
Three Months Ended Six Months Ended May 31, May 31, 1995 1994 1995 1994 Item 6. Primary: Average shares outstanding 6,794,451 6,779,859 6,793,792 6,767,217 Net effect of dilutive stock options--based on the treasury stock method using average market price 1,193,742 1,345,399 1,221,069 1,368,044 TOTALS 7,988,193 8,125,258 8,014,861 8,135,261 Net income $260,579 $893,678 $77,997 $1,667,838 Per share amount $.03 $.11 $.01 $.21
-16- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CCA INDUSTRIES, INC. By: David Edell David Edell, President By: Ira W. Berman Ira W. Berman, Secretary -17-